Nevada
|
83-4064262
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
Title
of Each Class
|
|
Trading
Symbol(s)
|
|
Name of
Each Exchange on Which Registered
|
Common
Stock, par value $.60
|
|
BKTI
|
|
NYSE
American
|
Large
accelerated filer ☐
|
Accelerated filer
☐
|
Non-accelerated
filer ☒
|
Smaller
reporting company ☒
|
|
Emerging
growth company ☐
|
|
|
|
Page
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PART I
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1
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1
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9
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19
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19
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19
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19
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PART II
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20
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20
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20
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21
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30
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30
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31
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31
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31
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PART III
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32
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32
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32
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32
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32
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32
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PART IV
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33
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33
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34
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35
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2019
|
2018
|
|
(in
millions)
|
|
United
States
|
$39.7
|
$44.8
|
International
|
0.4
|
4.6
|
Total
|
$40.1
|
$49.4
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid Per Share (1)
|
Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs (2)
|
Maximum Number of Shares that May Yet Be Purchased Under Publicly
Announced Plans or Programs (2)
|
10/01/19-10/31/19
|
15,384
|
$3.44
|
15,384
|
177,891
|
11/01/19-11/30/19
|
15,569
|
$3.18
|
15,569
|
162,322
|
12/01/19-12/31/19
|
44,180
|
$3.09
|
44,180
|
118,142
|
Total
|
75,133
|
$3.24
|
75,133
|
|
|
Years Ended
December 31,
|
|
|
2019
|
2018
|
Sales,
net
|
$40,100
|
$49,380
|
Expenses
|
|
|
Cost of
products
|
24,449
|
29,403
|
Selling, general
and administrative
|
20,036
|
17,552
|
Total
expenses
|
44,485
|
46,955
|
Operating (loss)
income
|
(4,385)
|
2,425
|
Other income
(expense):
|
|
|
Interest
income
|
150
|
102
|
Gain (loss) on
investment in securities
|
716
|
(2,671)
|
Other
expense
|
(104)
|
(328)
|
Total other income
(expense)
|
762
|
(2,897)
|
Loss before income
taxes
|
(3,623)
|
(472)
|
Income tax
benefit
|
987
|
277
|
Net
loss
|
$(2,636)
|
$(195)
|
Net loss per
share-basic
|
$(0.21)
|
$(0.01)
|
Net loss per
share-diluted
|
$(0.21)
|
$(0.01)
|
Weighted average
shares outstanding-basic
|
12,705
|
13,464
|
Weighted average
shares outstanding-diluted
|
12,705
|
13,464
|
|
Common Stock
Shares
|
Common Stock
Amount
|
Additional
Paid-In Capital
|
Accumulated
Deficit
|
Other
Comprehensive Income
|
Treasury
Stock
|
Total
|
Balance at December
31, 2017
|
13,844,584
|
$8,307
|
$25,642
|
$(5,450)
|
$4,318
|
$(810)
|
$32,007
|
Restricted stock
units issued
|
38,353
|
23
|
(23)
|
—
|
—
|
—
|
—
|
Share-based
compensation expense
|
—
|
—
|
95
|
—
|
—
|
—
|
95
|
Restricted stock
unit compensation expense
|
—
|
—
|
153
|
—
|
—
|
—
|
153
|
Dividends declared
($0.08 per share)
|
—
|
—
|
—
|
(1,066)
|
—
|
—
|
(1,066)
|
Net
loss
|
—
|
—
|
—
|
(195)
|
—
|
—
|
(195)
|
Effect of adoption
of ASU 2016-01
|
—
|
—
|
—
|
4,318
|
(4,318)
|
—
|
—
|
Repurchase of
common stock
|
—
|
—
|
—
|
—
|
—
|
(3,282)
|
(3,282)
|
Balance at December
31, 2018
|
13,882,937
|
8,330
|
25,867
|
(2,393)
|
—
|
(4,092)
|
27,712
|
Stock options
exercised
|
1,000
|
—
|
2
|
—
|
—
|
—
|
2
|
Restricted stock
units issued
|
45,444
|
27
|
(27)
|
—
|
—
|
—
|
—
|
Share-based
compensation expense
|
—
|
—
|
148
|
—
|
—
|
—
|
148
|
Restricted stock
unit compensation expense
|
—
|
—
|
105
|
—
|
—
|
—
|
105
|
Dividends declared
($0.08 per share)
|
—
|
—
|
—
|
(1,014)
|
—
|
—
|
(1,014)
|
Net
loss
|
—
|
—
|
—
|
(2,636)
|
—
|
—
|
(2,636)
|
Repurchase of
common stock
|
—
|
—
|
—
|
—
|
—
|
(1,041)
|
(1,041)
|
Balance at December
31, 2019
|
13,929,381
|
$8,357
|
$26,095
|
$(6,043)
|
$—
|
$(5,133)
|
$23,276
|
|
Years Ended
December 31,
|
|
|
2019
|
2018
|
Operating
activities
|
|
|
Net
loss
|
$(2,636)
|
$(195)
|
Adjustments to
reconcile net loss to net cash (used in) provided by operating
activities:
|
|
|
Inventory
allowance
|
194
|
(38)
|
Deferred tax
benefit
|
(878)
|
(178)
|
Depreciation and
amortization
|
1,219
|
921
|
Share-based
compensation expense
|
148
|
95
|
Restricted stock
unit compensation expense
|
105
|
153
|
Loss on sale of
available-for-sale securities
|
—
|
849
|
Unrealized (gain)
loss on investment in securities
|
(716)
|
1,822
|
Changes in
operating assets and liabilities:
|
|
|
Trade accounts
receivable
|
1,757
|
(197)
|
Inventories
|
(2,241)
|
2,930
|
Prepaid expenses
and other current assets
|
669
|
(1,629)
|
Other
assets
|
(5)
|
53
|
Lease
liability
|
90
|
—
|
Accounts
payable
|
(285)
|
(376)
|
Accrued
compensation and related taxes
|
(743)
|
650
|
Accrued warranty
expense
|
(298)
|
157
|
Deferred
revenue
|
947
|
1,138
|
Accrued other
expenses and other current liabilities
|
187
|
(867)
|
Net
cash (used in) provided by operating activities
|
(2,486)
|
5,288
|
|
|
|
Investing
activities
|
|
|
Purchases of
property, plant and equipment
|
(2,455)
|
(1,396)
|
Investment in
securities
|
—
|
(3,741)
|
Proceeds from sale
of available-for-sale securities
|
—
|
8,335
|
Net
cash (used in) provided by investing activities
|
(2,455)
|
3,198
|
|
|
|
Financing
activities
|
|
|
Dividends
paid
|
(1,018)
|
(1,083)
|
Repurchase of
common stock
|
(1,041)
|
(3,282)
|
Proceeds from
issuance of common stock
|
2
|
—
|
Proceeds from
debt
|
425
|
—
|
Repayment of
debt
|
(19)
|
—
|
Net
cash used in financing activities
|
(1,651)
|
(4,365)
|
|
|
|
Net change in cash
and cash equivalents
|
(6,592)
|
4,121
|
Cash and cash
equivalents, beginning of year
|
11,268
|
7,147
|
Cash and cash
equivalents, end of year
|
$4,676
|
$11,268
|
|
|
|
Supplemental
disclosure
|
|
|
Cash paid for
income taxes
|
$—
|
$—
|
Interest
paid
|
$10
|
$—
|
|
|
|
Non-cash
financing activity
|
|
|
Restricted stock
units issued
|
$147
|
$140
|
|
December 31,
|
|
|
2019
|
2018
|
Finished
goods
|
$3,864
|
$2,004
|
Work in
process
|
6,122
|
5,750
|
Raw
materials
|
3,527
|
3,712
|
|
$13,513
|
$11,466
|
|
Years Ended
December 31,
|
|
|
2019
|
2018
|
Balance, beginning
of year
|
$629
|
$789
|
Charged to cost of
sales
|
194
|
(38)
|
Disposal of
inventory
|
—
|
(122)
|
Balance, end of
year
|
$823
|
$629
|
|
Years Ended
December 31,
|
|
|
2019
|
2018
|
Balance, beginning
of year
|
$50
|
$50
|
Provision for
doubtful accounts
|
—
|
—
|
Uncollectible
accounts written off
|
—
|
—
|
Balance, end of
year
|
$50
|
$50
|
|
December
31,
2019
|
Operating lease
cost
|
$573
|
Short-term lease
cost
|
2
|
Variable lease
cost
|
128
|
Total lease
cost
|
$703
|
|
December
31,
2019
|
Cash paid for
amounts included in the measurement of lease
liabilities:
|
|
Operating
cash flows (fixed payments)
|
$522
|
Operating cash
flows (liability reduction)
|
$369
|
|
December
31,
2019
|
Weighted average
remaining lease term (in years)
|
6.23
|
Weighted average
discount rate
|
5.50%
|
|
December 31,
2019
|
2020
|
$522
|
2021
|
552
|
2022
|
439
|
2023
|
448
|
2024
|
456
|
Thereafter
|
1,190
|
Total
payments
|
3,607
|
Less:
imputed interest
|
632
|
Total
liability
|
$2,975
|
|
Years Ended
December 31,
|
|
|
2019
|
2018
|
Current:
|
|
|
Federal
|
$(107)
|
$(110)
|
State
|
(3)
|
10
|
|
(110)
|
(100)
|
Deferred:
|
|
|
Federal
|
(889)
|
(280)
|
State
|
12
|
103
|
|
(877)
|
(177)
|
|
$(987)
|
$(277)
|
|
FY
2019
|
FY
2018
|
Expected
Volatility
|
49.0%
|
51.9%
|
Expected
Dividends
|
2.0%
|
2.0%
|
Expected Term (in
years)
|
6.5
|
6.5
|
Risk-Free
Rate
|
2.36%
|
2.76%
|
Estimated
Forfeitures
|
0.0%
|
0.0%
|
As of
January 1, 2019
|
Stock
Options
|
Wgt. Avg.
Exercise Price ($) Per Share
|
Wgt. Avg.
Remaining Contractual Life (Years)
|
Wgt. Avg. Grant
Date Fair Value ($) Per Share
|
Aggregate
Intrinsic Value ($)
|
Outstanding
|
460,500
|
4.22
|
—
|
1.76
|
—
|
Vested
|
156,900
|
4.03
|
—
|
2.05
|
—
|
Nonvested
|
303,600
|
4.32
|
—
|
1.61
|
—
|
|
|
|
|
|
|
Period
activity
|
|
|
|
|
|
Issued
|
150,000
|
4.01
|
—
|
1.64
|
—
|
Exercised
|
1,000
|
1.89
|
—
|
0.71
|
—
|
Forfeited
|
40,000
|
4.35
|
—
|
1.49
|
—
|
Expired
|
—
|
—
|
—
|
—
|
—
|
|
|
|
|
|
|
As
of December 31, 2019
|
|
|
|
|
|
Outstanding
|
569,500
|
4.16
|
6.82
|
1.75
|
24,000
|
Vested
|
214,800
|
4.12
|
4.20
|
1.95
|
24,000
|
Nonvested
|
354,700
|
4.18
|
8.40
|
1.63
|
—
|
Range of
Exercise Prices ($) Per Share
|
Stock Options
Outstanding
|
Wgt.
Avg.
Exercise Price
($) Per Share
|
Wgt. Avg.
Remaining Contractual Life (Years)
|
|
|
|
2.23
|
3.83
|
175,000
|
3.50
|
7.68
|
|
|
4.07
|
5.10
|
394,500
|
4.45
|
6.44
|
|
|
|
569,500
|
4.16
|
6.82
|
|
|
Range of
Exercise Prices ($) Per Share
|
Stock Options
Exercisable
|
Wgt.
Avg.
Exercise Price
($) Per Share
|
|
|
|
|
2.23
|
3.83
|
53,000
|
3.03
|
|
|
|
4.07
|
5.10
|
161,800
|
4.48
|
|
|
|
|
214,800
|
4.12
|
|
|
|
|
Balance at
Beginning of Year
|
Warranties
Issued
|
Warranties
Settled
|
Balance at End
of Year
|
2019
|
$1,546
|
$606
|
$(904)
|
$1,248
|
2018
|
$1,389
|
$1,329
|
$(1,172)
|
$1,546
|
1.
Consolidated Financial Statements listed below:
|
Page
|
F-1
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
Number
|
|
Exhibit
|
|
Articles
of Merger, filed with the Nevada Secretary of State on March 28,
2019 (incorporated by reference from Exhibit 3.1 to the
Company’s Current Report on Form 8-K12B filed March 28,
2019)
|
|
|
Articles of Incorporation (incorporated by reference from Exhibit
3.2 to the Company’s Current Report on Form 8-K12B filed
March 28, 2019)
|
|
|
Bylaws
(incorporated by reference from Exhibit 3.3 to the Company’s
Current Report on Form 8-K12B filed March 28, 2019)
|
|
|
Description
of the Company’s Registered Securities*
|
|
|
Form of
Common Stock Certificate (incorporated by reference from Exhibit
4.1 to the Company’s Current Report on Form 8-K12B filed
March 28, 2019)
|
|
|
2007
Incentive Compensation Plan (incorporated by reference from Annex G
to the Company’s Definitive Proxy Statement on Schedule 14A
filed April 5, 2007, relating to the 2007 annual
stockholders’ meeting)
|
|
|
Amendment
to the 2007 Incentive Compensation Plan, effective as of March 17,
2017 (incorporated by reference from Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed March 21,
2017)
|
|
|
Form of
2007 Incentive Compensation Plan Stock Option Agreement
(incorporated by reference from Exhibit 10.15 to the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2012)
|
|
|
2017
Incentive Compensation Plan (incorporated by reference from Exhibit
4.5 to the Company’s Registration Statement on Form S-8 filed
June 15, 2017)
|
|
|
Omnibus
Amendment to Incentive Compensation Plans, dated as of March 28,
2019, by and between BK Technologies,
Inc. and BK Technologies Corporation (incorporated by
reference from Exhibit 10.1 to the Company’s Current Report
on Form 8-K12B filed March 28, 2019)
|
|
|
Form of
Stock Option Agreement under the 2017 Incentive Compensation Plan
(incorporated by reference from Exhibit 4.6 to the Company’s
Registration Statement on Form S-8 filed June 15,
2017)
|
|
|
Form of
Restricted Share Agreement under the 2017 Incentive Compensation
Plan (incorporated by reference from Exhibit 4.7 to the
Company’s Registration Statement on Form S-8 filed June 15,
2017)
|
|
|
Form of
Restricted Stock Unit Agreement under the 2017 Incentive
Compensation Plan (incorporated by reference from Exhibit 4.8 to
the Company’s Registration Statement on Form S-8 filed June
15, 2017)
|
|
|
Form of
Non-Employee Director Restricted Share Unit Agreement under the
2017 Incentive Compensation Plan (September 2018) (Incorporated by
reference from Exhibit 10.1 to the Company’s Quarterly Report
on Form 10-Q filed November 7, 2018)
|
|
|
Form of
Stock Option Agreement under the BK Technologies Corporation 2017
Incentive Compensation Plan (incorporated by reference from Exhibit
10.2 to the Company’s Current Report on Form 8-K12B filed
March 28, 2019)
|
|
|
Form of Restricted Share Agreement under the BK Technologies
Corporation 2017 Incentive Compensation Plan (incorporated by
reference from Exhibit 10.3 to the Company’s Current Report
on Form 8-K12B filed March 28, 2019)
|
|
|
Form of
Restricted Stock Unit Agreement under the BK Technologies
Corporation 2017 Incentive Compensation Plan (incorporated by
reference from Exhibit 10.4 to the Company’s Current Report
on Form 8-K12B filed March 28, 2019)
|
|
|
Relocation
Agreement, dated December 31, 2019, between the Company and Henry
R. (Randy) Willis (incorporated by reference from Exhibit 10.20 to
the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018)
|
|
|
Employment
Agreement, executed March 20, 2019, by and between BK Technologies,
Inc. and Timothy A. Vitou (incorporated by reference from Exhibit
10.1 to the Company’s Current Report on Form 8-K filed March
21, 2019)
|
|
|
Employment
Agreement, executed March 20, 2019, by and between BK Technologies,
Inc. and William P. Kelly (incorporated by reference from Exhibit
10.2 to the Company’s Current Report on Form 8-K filed March
21, 2019)
|
|
|
Employment
Agreement, executed March 20, 2019, by and between BK Technologies,
Inc. and Randy Willis (incorporated by reference from Exhibit 10.3
to the Company’s Current Report on Form 8-K filed March 21,
2019)
|
|
|
Employment
Agreement, executed March 20, 2019, by and between BK Technologies,
Inc. and James R. Holthaus (incorporated by reference from Exhibit
10.4 to the Company’s Current Report on Form 8-K filed March
21, 2019)
|
|
|
First
Amendment, approved October 30, 2019, to Employment Agreement,
executed March 20, 2019, by and between BK Technologies, Inc. and
James R. Holthaus (incorporated by reference from Exhibit 10.1 to
the Company’s Current Report on Form 8-K filed October 31,
2019)
|
|
|
Employment
Agreement, dated October 31, 2019, by and between BK Technologies,
Inc. and Branko Avanic*
|
|
|
Credit
Agreement, executed as of January 30, 2020, by and between JPMorgan
Chase Bank, N.A., as lender, and BK Technologies, Inc., as borrower
(incorporated by reference from Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed January 30, 2020)
|
|
|
Line of Credit Note, executed as of January 30, 2020, by BK
Technologies, Inc., as borrower, for the benefit of JPMorgan Chase
Bank, N.A., as lender (incorporated by reference from
Exhibit 10.2 to the Company’s Current Report on Form 8-K
filed January 30, 2020)
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|
|
Continuing
Guaranty, executed as of January 30, 2020, by and among JPMorgan
Chase Bank, N.A., as lender, and BK Technologies Corporation and
RELM Communications, Inc., as guarantors (incorporated by reference
from Exhibit 10.3 to the Company’s Current Report on Form 8-K
filed January 30, 2020)
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|
|
Continuing
Security Agreement, executed as of January 30, 2020, by and between
JPMorgan Chase Bank, N.A., as lender, and BK Technologies, Inc., as
pledgor (incorporated by reference from Exhibit 10.4 to the
Company’s Current Report on Form 8-K filed January 30,
2020)
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|
|
Subsidiaries
of the Company*
|
|
|
Consent
of Moore Stephens Lovelace, P.A. (relating to the Company’s
Registration Statements on Form S-8) (Registration
No. 333-218765 and Registration
No. 333-147354)*
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|
|
Power
of Attorney (included on signature page)
|
|
|
Certification
Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
Certification
Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
pursuant to Item 601(b)(32) of Regulation S-K)**
|
|
|
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item
601(b)(32) of Regulation S-K)**
|
101.INS
|
|
XBRL
Instance Document*
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document*
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document*
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document*
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document*
|
101.DEF
|
|
XBRL
Taxonomy Definition Linkbase Document*
|
|
|
|
|
BK TECHNOLOGIES CORPORATION
|
|
|
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By:
|
/s/
Timothy A. Vitou
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Timothy
A. Vitou
|
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President
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SIGNATURE
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TITLE
|
|
DATE
|
|
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|
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|
/s/ D. Kyle
Cerminara
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Chairman of the
Board
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March 4,
2020
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D. Kyle
Cerminara
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/s/ Lewis M.
Johnson
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Co-Chairman of the
Board
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March 4,
2020
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Lewis M. Johnson |
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/s/ Timothy A.
Vitou
|
|
President
(Principal Executive Officer)
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March 4,
2020
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Timothy A.
Vitou
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/s/ William P.
Kelly
|
|
Executive Vice
President and Chief Financial Officer
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|
March 4,
2020
|
William P.
Kelly
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(Principal
Financial Officer and Principal Accounting
Officer)
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|
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|
/s/ Michael R.
Dill
|
|
Director
|
|
March 4,
2020
|
Michael R.
Dill
|
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|
|
|
|
|
|
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|
/s/ Charles T.
Lanktree
|
|
Director
|
|
March 4,
2020
|
Charles T.
Lanktree
|
|
|
|
|
|
|
|
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|
/s/ E. Gray
Payne
|
|
Director
|
|
March 4,
2020
|
E. Gray
Payne
|
|
|
|
|
|
|
|
|
|
/s/ John W.
Struble
|
|
Director
|
|
March 4,
2020
|
John W.
Struble
|
|
|
|
|
|
|
|
|
|
/s/ Ryan R.K.
Turner
|
|
Director |
|
March 4,
2020
|
Ryan R.K.
Turner
|
|
|
|
|
BK
TECHNOLOGIES, INC.
By:
/s/ William P.
Kelly
Name:
William P. Kelly
Title:
EVP & CFO
Date:
October 31, 2019
|
THE
EXECUTIVE
By:
/s/ Branko
Avanic
Name:
Branko Avanic
Date:
November 5, 2019
|
|
Organized Under Laws of
|
BK
Technologies, Inc.
|
Nevada
|
RELM
Communications, Inc.
|
Florida
|
Tactical
Capital Investments, LLC
|
Delaware
|
|
|
|
|
|
|
|
|
Date: March 4,
2020
|
|
/s/ Timothy A.
Vitou
|
|
|
|
Timothy A.
Vitou
|
|
|
|
President
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
Date: March 4,
2020
|
|
/s/ William P.
Kelly
|
|
|
|
William P.
Kelly
|
|
|
|
Executive Vice
President and Chief Financial
Officer (Principal
Financial Officer)
|
|
|
|
|
|
|
|
|
|
Date: March 4,
2020
|
|
/s/ Timothy A.
Vitou
|
|
|
|
Timothy A.
Vitou
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
Date: March 4,
2020
|
|
/s/ William P.
Kelly
|
|
|
|
William P.
Kelly
|
|
|
|
Executive Vice
President and Chief Financial
Officer
|
|